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<br />e
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<br />e
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<br />This conveyance is expressly made subject to (i) those certain encumbrances to title that
<br />are of record in the real property records of said county, except for any an,d all liens and security
<br />interests securing Grantor's Indebtedness, and to all matters visible on the ground that a proper
<br />survey would show, to the extent and only to the extent such matters are valid and subsisting and
<br />affect the Plant Property as of the date hereof; and (ii) any titles or rights to tidelands, or lands
<br />comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or
<br />oceans; or to lands beyond the line of the harbor or bulkhead lines as established or changed by
<br />any government; or to filled-in lands or artificial islands; or to statutory water rights, including
<br />. riparian rights; or to the area extending from the line of mean low tide to the line of vegetation,
<br />or the rights of access to that area or easement along and across the area. "Indebtedness" of
<br />Grantor means, (a) all obligations of Grantor for borrowed money, (b) all obligations of Grantor
<br />evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of Granto~ upon
<br />which interest charges are customarily paid, (d) all obligations of Grantor under conditional sale
<br />or other title retention agreements relating to property or assets purchased by Grantor, (e) all
<br />obligations of Grantor issued or assumed as the deferred pw~chase price of property or services,
<br />(f) all obligations as listed in (a) through (e) immediately-above of others secured by (or for
<br />which the holder of such obligations has an existing right, contingent or otherwise, to be secured
<br />by) any mortgage, lien, pledge, or other encumbrance on property owned Qr acquired by Grantor,
<br />whether or not the obligations secured thereby have been assumed, (g) all guarantees by Grantor
<br />of Indebtedness of others, (h) all capital lease obligations of Grantor, and (i) all securities or
<br />other similar instruments convertible or exchangeable into ;my of the foregoing, but excluding
<br />daily cash overdrafts associated with routine cash operations.
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<br />TO HAVE AND TO HOLD the Plant Property, toge:ther with all and singular the rights
<br />and appurtenances thereto in anywise belonging, unto TGH, its successors and assigns forever,
<br />subject to the specific matters stated in the immediately preceding paragraph; and Grantor does
<br />hereby bind itself and its successors and assigns to WARRANT AND FOREVER DEFEND all
<br />and singular the Plant Property unto TGH, its. successors and assigns, against every person
<br />whomsoever lawfully claiming or to claim the same or any part thereof, provided, however, that
<br />the matters herein stated to which this conveyance is made subject to shall not in any way limit
<br />or restrict any claims, remedies or amounts recovered against any prior warrantor in the chain of
<br />title or any title insurance company.,
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<br />THE PLANT PROPERTY IS BEING TRANSFERRED AND CONVEYED "AS IS,
<br />WHERE IS," WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (a)
<br />AS TO THE VALUE OR FREEDOM FROM ENCUMBRANCE OF, ANY OF THE PLANT
<br />PROPERTY, (b) AS TO ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF
<br />FITNESS FOR A PARTICULAR PURPOSE OF, OR ANY OTHER MATTER
<br />CONCERNING, THE PLANT PROPERTY OR (c) AS TO THE LEGAL SUFFICIENCY OF
<br />THIS DEED TO CONVEY TITLE TO THE PLANT PROPERTY.
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<br />Except as otherwise defined herein, all capitalized tenns herein shall have the following
<br />meamngs:
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<br />(i) "Improvements" shall mean all struc::tures and improvements, facilities,
<br />systems, fixtures and equipment of any kind now or hereafter located on the Property,
<br />whether above or below the land surface, whether real or personal property, and whether
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<br />H0OO3:827974.4
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